Airship AI (AISP) S-4/A 21 Nov 23 Registration of securities issued in business combination transactions (amended) Financial data

Document And Entity Information

Document And Entity Information	9 Months Ended
	Sep. 30, 2023
Document Information Line Items
Entity Registrant Name	BYTE Acquisition Corp.
Document Type	S-4/A
Amendment Flag	true
Amendment Description	AMENDMENT NO. 3
Entity Central Index Key	0001842566
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	E9

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 18,752	$ 1,054,581	$ 1,663,104
Prepaid expenses	20,190	133,091	572,250
Total current assets	38,942	1,187,672	2,235,354
Non-current assets:
Cash and investments held in Trust Account	25,254,705	328,226,432	323,716,979
Total non-current assets	25,254,705	328,226,432	323,837,061
Total Assets	25,293,647	329,414,104	326,072,415
Current liabilities:
Accounts payable	184,322	83,999	23,387
Accrued expenses	2,454,277	349,835	181,202
Non-redemption agreement liability	250,243
Total current liabilities	3,067,059	433,834	204,589
Redemption payable	5,587,383
Deferred underwriting commissions	11,329,238	11,329,238	11,329,238
Derivative warrant liabilities	3,840,914	1,336,050	8,854,570
Total liabilities	23,824,594	13,099,122	20,388,397
Commitments and Contingencies
Ordinary shares subject to possible redemption	19,567,322	328,126,432	323,692,510
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital
Accumulated deficit	(18,099,181)	(11,812,362)	(18,009,404)
Total shareholders’ deficit	(18,098,269)	(11,811,450)	(18,008,492)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Stockholders’ Deficit	25,293,647	329,414,104	326,072,415
Prepaid expenses (non-current)			120,082
Class A Ordinary Shares
Shareholders’ Deficit:
Ordinary shares value	912	103	103
Class B Ordinary Shares
Shareholders’ Deficit:
Ordinary shares value		$ 809	$ 809
Related Party
Current liabilities:
Advance from related party	140,560
Non-redemption agreement liability – related party	$ 37,657

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Preference shares, shares authorized	1,000,000	1,000,000	1,000,000
Preference shares, shares issued
Preference shares, shares outstanding
Class A Ordinary Shares
Subject to possible redemption per share (in Dollars per share)	$ 10.65	$ 10.14	$ 10
Subject to possible redemption, par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Ordinary shares subject to possible redemption shares issued	1,837,593	32,369,251	32,369,251
Ordinary shares subject to possible redemption shares outstanding	1,837,593	32,369,251	32,369,251
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Ordinary shares, authorized	200,000,000	200,000,000	200,000,000
Ordinary shares, issued	9,122,313	1,030,000	1,030,000
Ordinary shares, outstanding	9,122,313	1,030,000	1,030,000
Class B Ordinary Shares
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001	$ 0.0001
Ordinary shares, authorized	20,000,000	20,000,000	20,000,000
Ordinary shares, issued	1	8,092,313	8,092,313
Ordinary shares, outstanding	1	8,092,313	8,092,313

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
General and administrative expenses	$ 766,831	$ 238,259	$ 3,289,510	$ 814,975	$ 1,277,009	$ 921,347
Loss from operations	(796,831)	(268,259)	(3,379,510)	(904,975)	(1,397,009)	(1,021,347)
Change in fair value of derivative warrant liabilities	(1,001,978)	333,960	(2,504,864)	7,685,810	7,518,520	6,862,530
Offering costs associated with derivative warrant liabilities						(845,080)
Interest income – bank	1,993		17,445
Income from investments held in Trust Account	307,275	1,445,135	3,720,218	1,899,910	4,509,453	24,469
Net (loss) income	$ (1,489,541)	$ 1,510,836	$ (2,146,711)	$ 8,680,745	$ 10,630,964	$ 5,020,572
Class A Ordinary Shares
Weighted average shares outstanding (in Shares)	2,317,511	32,369,251	10,591,230	32,369,251	32,369,251	25,579,130
Basic net (loss) income per share (in Dollars per share)	$ (0.13)	$ 0.04	$ (0.11)	$ 0.21	$ 0.26	$ 0.15
Non-Redeemable Ordinary Shares
Weighted average shares outstanding (in Shares)	9,122,314	9,122,313	9,122,313	9,122,313	9,122,313	8,762,157
Basic net (loss) income per share (in Dollars per share)	$ (0.13)	$ 0.04	$ (0.11)	$ 0.21	$ 0.26	$ 0.15
Related Party
General and administrative expenses	$ 30,000	$ 30,000	$ 90,000	$ 90,000
General and administrative expenses – related party	$ 30,000	$ 30,000	$ 90,000	$ 90,000	$ 120,000	$ 100,000

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Class A Ordinary Shares
Diluted net (loss) income per share	$ (0.13)	$ 0.04	$ (0.11)	$ 0.21	$ 0.26	$ 0.15
Non-Redeemable Ordinary Shares
Diluted net (loss) income per share	$ (0.13)	$ 0.04	$ (0.11)	$ 0.21	$ 0.26	$ 0.15

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Change in Shareholders’ Deficit (Unaudited) - USD ($)	Previously Reported Class A Ordinary Shares	Previously Reported Class B Ordinary Shares	Previously Reported Additional Paid-in Capital	Previously Reported Accumulated Deficit	Previously Reported	Class A Ordinary Shares	Class B Ordinary Shares	Additional Paid-in Capital	Accumulated Deficit	Total
Balance at Jan. 07, 2021
Balance (in Shares) at Jan. 07, 2021
Issuance of Class B ordinary shares							$ 863	24,137		25,000
Issuance of Class B ordinary shares (in Shares)							8,625,000
Sale of units in initial private offering, less allocation to derivative warrant liabilities						$ 103		9,800,347		9,800,450
Sale of units in initial private offering, less allocation to derivative warrant liabilities (in Shares)						1,030,000
Net income (loss)									5,020,572	5,020,572
Accretion for Class A ordinary shares to redemption amount								(9,824,484)	(23,030,030)	(32,854,514)
Forfeiture of Class B ordinary shares							$ (54)	54
Forfeiture of Class B ordinary shares (in Shares)							(532,687)
Subsequent measurement of Class A ordinary shares subject to redemption against additional paid-in capital								(54)	54
Balance at Dec. 31, 2021						$ 103	$ 809		(18,009,404)	(18,008,492)
Balance (in Shares) at Dec. 31, 2021						1,030,000	8,092,313
Net income (loss)									5,255,353	5,255,353
Balance at Mar. 31, 2022						$ 103	$ 809		(12,754,051)	(12,753,139)
Balance (in Shares) at Mar. 31, 2022						1,030,000	8,092,313
Balance at Dec. 31, 2021						$ 103	$ 809		(18,009,404)	(18,008,492)
Balance (in Shares) at Dec. 31, 2021						1,030,000	8,092,313
Net income (loss)										8,680,745
Balance at Sep. 30, 2022						$ 103	$ 809		(11,153,038)	(11,152,126)
Balance (in Shares) at Sep. 30, 2022						1,030,000	8,092,313
Balance at Dec. 31, 2021						$ 103	$ 809		(18,009,404)	(18,008,492)
Balance (in Shares) at Dec. 31, 2021						1,030,000	8,092,313
Net income (loss)									10,630,964	10,630,964
Increase in redemption value of Class A ordinary shares subject to redemption									(4,433,922)	(4,433,922)
Balance at Dec. 31, 2022				$ (11,812,362)	$ (11,811,450)	$ 103	$ 809		(11,812,362)	(11,811,450)
Balance (in Shares) at Dec. 31, 2022						1,030,000	8,092,313
Balance at Mar. 31, 2022						$ 103	$ 809		(12,754,051)	(12,753,139)
Balance (in Shares) at Mar. 31, 2022						1,030,000	8,092,313
Net income (loss)									1,914,556	1,914,556
Remeasurement of redemption value of Class A ordinary shares subject to redemption									(379,243)	(379,243)
Balance at Jun. 30, 2022						$ 103	$ 809		(11,218,738)	(11,217,826)
Balance (in Shares) at Jun. 30, 2022						1,030,000	8,092,313
Net income (loss)									1,510,836	1,510,836
Remeasurement of redemption value of Class A ordinary shares subject to redemption									(1,445,136)	(1,445,136)
Balance at Sep. 30, 2022						$ 103	$ 809		(11,153,038)	(11,152,126)
Balance (in Shares) at Sep. 30, 2022						1,030,000	8,092,313
Balance at Dec. 31, 2022				(11,812,362)	(11,811,450)	$ 103	$ 809		(11,812,362)	(11,811,450)
Balance (in Shares) at Dec. 31, 2022						1,030,000	8,092,313
Conversion of Class B ordinary shares to Class A ordinary shares						$ 809	$ (809)
Conversion of Class B ordinary shares to Class A ordinary shares (in Shares)						8,092,313	(8,092,313)
Net income (loss)									1,163,141	1,163,141
Shareholder non-redemption agreement (Note 6)									(396,000)	(396,000)
Accretion for Class A ordinary shares to redemption amount									(2,998,349)	(2,998,349)
Balance at Mar. 31, 2023						$ 912			(14,043,570)	(14,042,658)
Balance (in Shares) at Mar. 31, 2023						9,122,313
Balance at Dec. 31, 2022				$ (11,812,362)	$ (11,811,450)	$ 103	$ 809		(11,812,362)	(11,811,450)
Balance (in Shares) at Dec. 31, 2022						1,030,000	8,092,313
Net income (loss)										(2,146,711)
Balance at Sep. 30, 2023						$ 912			(18,099,181)	(18,098,269)
Balance (in Shares) at Sep. 30, 2023						9,122,313	1
Balance at Mar. 31, 2023						$ 912			(14,043,570)	(14,042,658)
Balance (in Shares) at Mar. 31, 2023						9,122,313
Issuance of Class B ordinary shares								10		10
Issuance of Class B ordinary shares (in Shares)							1
Net income (loss)									(1,820,311)	(1,820,311)
Accretion for Class A ordinary shares to redemption amount								(10)	(414,584)	(414,594)
Balance at Jun. 30, 2023						$ 912			(16,278,465)	(16,277,553)
Balance (in Shares) at Jun. 30, 2023						9,122,313	1
Net income (loss)									(1,489,541)	(1,489,541)
Change in shareholder non-redemption agreement liability									13,757	13,757
Related party non-redemption agreement liability									(37,657)	(37,657)
Accretion for Class A ordinary shares to redemption amount									(307,275)	(307,275)
Balance at Sep. 30, 2023						$ 912			$ (18,099,181)	$ (18,098,269)
Balance (in Shares) at Sep. 30, 2023						9,122,313	1

Consolidated Condensed Statemen

Consolidated Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Cash Flows from Operating Activities:
Net (loss) income	$ (2,146,711)	$ 8,680,745	$ 10,630,964	$ 5,020,572
Adjustments to reconcile net (loss) income to net cash used in operating activities:
General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares				25,000
General and administrative expenses paid by related party under promissory note				2,330
Change in fair value of derivative warrant liabilities	2,504,864	(7,685,810)	(7,518,520)	(6,862,530)
Offering costs associated with derivative warrant liabilities				845,080
Income from investments held in Trust Account	(3,720,218)	(1,899,910)	(4,509,453)	(24,469)
Changes in operating assets and liabilities:
Prepaid expenses	112,901	411,750	559,241	(692,332)
Accounts payable	100,323	(20,974)	60,612	23,387
Accrued expenses	2,104,442	42,343	168,633	111,202
Net cash used in operating activities	(1,044,399)	(471,856)	(608,523)	(1,551,760)
Cash Flows from Investing Activities:
Cash deposited in Trust Account				(323,692,510)
Cash withdrawn from Trust Account in connection with redemption	306,691,945
Net cash provided by investing activities	306,691,945			(323,692,510)
Cash Flows from Financing Activities:
Repayment of note payable to related party				(148,620)
Proceeds from initial public offering and over-allotment exercise, net				323,692,510
Proceeds received from private placement				10,300,000
Offering costs paid				(6,936,516)
Non-redemption agreement liability	(132,000)
Issuance of Class B ordinary share	10
Advances from related party	140,560
Redemption of common stock	(306,691,945)
Net cash used in financing activities	(306,683,375)			326,907,374
Net change in cash	(1,035,829)	(471,856)	(608,523)	1,663,104
Cash – beginning of the period	1,054,581	1,663,104	1,663,104
Cash – end of the period	18,752	1,191,248	1,054,581	1,663,104
Supplemental disclosure of noncash investing and financing activities:
Offering costs included in accrued expenses				70,000
Offering costs paid by related party under promissory note				146,289
Deferred underwriting commissions				11,329,238
Remeasurement on Class A ordinary shares subject to possible redemption	3,720,218	1,824,379	$ 4,433,922	$ 32,854,514
Shareholder non-redemption agreement liability	382,243
Related party non-redemption agreement liability	37,657
Redemption payable	$ 5,587,383

Description of Organization and

Description of Organization and Business Operations	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Description of Organization and Business Operations [Abstract]
Description of Organization and Business Operations	Note 1 — Description of Organization and Business Operations BYTE Acquisition Corp. (“Byte”) is a blank check company incorporated as a Cayman Islands exempted company on January 8, 2021. Byte was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“initial business combination”). Byte is an early stage and emerging growth company and, as such, Byte is subject to all of the risks associated with early stage and emerging growth companies. Byte has one wholly owned subsidiary, BYTE Merger Sub, Inc., a Washington corporation, which was formed on June 9, 2023. Byte and its subsidiary are collectively referred to as “the Company”. On June 27, 2023, the Company entered into a merger agreement with Airship AI Holdings, Inc., a Washington corporation, for the purpose to consummate a business combination (the “Business Combination”). On September 22, 2023, the Company, Airship AI Holdings, Inc., and BYTE Merger Sub, Inc entered into an amendment to the merger agreement to extend the last date for the Company to consummate an initial business combination from December 26, 2023 to the latest of (a) September 25, 2023, (b) if the Extension Proposal (as defined in the Merger Agreement) is approved, March 26, 2024 and (C) if one or more extensions to a date following March 26, 2024 with Airship AI Holdings, Inc.’s approval is obtained at the election of the Company, with the Company’s shareholder vote, in accordance with the Company’s Amended and Restated Memorandum and Articles of Association, the last date for the Company to consummate the Business Combination pursuant to such extensions (see Note 6.). As of September 30, 2023, the Company had not yet commenced operations. All activity for the period from January 8, 2021 (inception) through September 30, 2023 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) and since the closing of the Initial Public Offering, the search for a prospective initial business combination. The Company will not generate any operating revenues until after the completion of an initial business combination, at the earliest. The Company generates non -operating The Company’s sponsor is Byte Holdings LP, a Cayman Islands exempted limited partnership (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 17, 2021. On March 23, 2021, the Company consummated its Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring underwriting fees and other offering costs of approximately $17.2 million, inclusive of approximately $10.5 million in deferred underwriting commissions (see Note 6). The underwriter was granted a 45 -day -allotments -allotment -Allotment Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 1,030,000 Units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $10.3 million (see Note 4). Upon the closing of the Initial Public Offering, sale of the Over -Allotment -Allotment -7 Trust Account and thereafter to hold all funds in the Trust Account in an interest -bearing The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward completing an initial business combination. The Company must complete its initial business combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting commissions held in the Trust Account) at the time of the agreement to enter into an initial business combination. The Company will only complete an initial business combination if the post -business The Company will provide holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of an initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of an initial business combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount held in the Trust Account (initially anticipated to be $10.00 per share), calculated as of two business days prior to the completion of an initial business combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of an initial business combination with respect to the Company’s warrants. The Class A ordinary shares were recorded at redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). If the Company seeks shareholder approval, the Company will complete an initial business combination only if it receives an ordinary resolution under Cayman Islands law approving the initial business combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing an initial business combination. If the Company seeks shareholder approval in connection with an initial business combination, the Sponsor agreed to vote its Founder Shares (as defined in Note 5), the Class A ordinary shares underlying the Private Placement Units (the “Private Placement Shares”) and any Public Shares purchased in or after the Initial Public Offering in favor of approving an initial business combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve an initial business combination. Each Public Shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed initial business combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of an initial business combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of an initial business combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete an initial business combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre -initial The Company initially had until March 23, 2023 to consummate an initial business combination. On March 16, 2023, the Company held an extraordinary general meeting (the “March EGM”). In the March EGM, the Company’s shareholders approved amendments to the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must complete an initial business combination from March 23, 2023 to September 25, 2023 and to provide for the right of a holder of the Company’s Class B ordinary shares to convert into Class A ordinary shares on a one -for-one On September 22, 2023, the Company held an extraordinary general meeting of shareholders in lieu of annual general meeting (the “September EGM”). At the September EGM, the Company’s shareholders approved amendments to the Company’s Amended and Restated Memorandum and Articles of Association to (i) extend the date by which the Company must complete a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses from September 25, 2023 to December 26, 2023 and to allow the Company, without another shareholder vote, by resolution of the Company’s board of directors, to elect to further extend by three months, until March 25, 2024, unless the closing of a business combination should have occurred prior thereto (ii) eliminate (a) the limitation that the Company may not redeem public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 and (b) the limitation that the Company shall not consummate an initial business combination unless the Company has net tangible assets of at least $5,000,001 immediately prior to, or upon consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such initial business combination and (iii) re -elect The Company will have until December 26, 2023 to complete an initial business combination or the Company may, without shareholder approval, elect to further extend such deadline by three months until March 25, 2024 (such period, as it may be extended, “Combination Period”). If the Company is unable to complete an initial business combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per -share The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company completes the Business Combination with Airship AI Holdings, Inc. or in the event the Company does not complete an initial business combination within the Combination Period and, in either event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. The Sponsor agreed to indemnify and hold harmless the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of trust assets, less taxes payable. This liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third -party Liquidity, Capital Resources and Going Concern Consideration As of September 30, 2023, the Company had approximately $19,000 in its operating bank account and working capital deficit of approximately $3.0 million. The Company’s liquidity needs through the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover certain offering costs on behalf of the Company in exchange for the issuance of the Founder Shares (as defined below), the loan under the Note from the Sponsor of approximately $149,000 (see Note 5) to the Company, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on March 25, 2021. In addition, in order to finance transaction costs in connection with an initial business combination, the Company’s officers, directors and initial shareholders may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). To date, there were no amounts outstanding under any Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205 -40	Note 1 — Description of Organization and Business Operations BYTE Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 8, 2021. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). While the Company may pursue an initial business combination target in any business or industry, it intends to focus its search for targets in the Israeli technology industry, including those engaged in cybersecurity, automotive technology, fintech, enterprise software, cloud computing, semiconductors, medical technology, AI and robotics and that offer a differentiated technology platform and products. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not yet commenced operations. All activity for the period from January 8, 2021 (inception) through December 31, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) and since the closing of the initial public offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non -operating The Company’s sponsor is Byte Holdings LP, a Cayman Islands exempted limited partnership (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 17, 2021. On March 23, 2021, the Company consummated its Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring underwriting fees and other offering costs of approximately $17.2 million, inclusive of approximately $10.5 million in deferred underwriting commissions (see Note 6). The underwriter was granted a 45 -day -allotments -allotment -Allotment Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 1,030,000 Units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $10.3 million (see Note 4). Upon the closing of the Initial Public Offering, sale of the Over -Allotment -Allotment -ended -7 -Allotment The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward completing a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting commissions held in the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post -Business issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its shareholders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount held in the Trust Account (at $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Class A ordinary shares were recorded at redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). If the Company seeks shareholder approval, the Company will complete a Business Combination only if it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who vote at a general meeting of the Company. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor agreed to vote its Founder Shares (as defined in Note 5), the Class A ordinary shares underlying the Private Placement Units (the “Private Placement Shares”) and any Public Shares purchased in or after the Initial Public Offering in favor of approving a Business Combination and to waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead may search for an alternate Business Combination. Additionally, each Public Shareholder may elect to redeem its Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination. Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent. The Sponsor agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre -initial The Company will have until 24 months from the closing of the Initial Public Offering, or September 25, 2023 (the “Combination Period”) to complete a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per -share The Sponsor agreed to waive its liquidation rights with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor acquires Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00). The Sponsor agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of trust assets, less taxes payable. This liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third -party Liquidity and Going Concern As of December 31, 2022, the Company had approximately $1.1 million in its operating bank account and working capital of approximately $0.8 million. The Company’s liquidity through the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover certain offering costs on behalf of the Company in exchange for the issuance of the Founder Shares (as defined below), the loan under the Note from the Sponsor of approximately $149,000 (see Note 5) to the Company, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on March 25, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Company’s officers, directors and Initial Shareholders may, but are not obligated to, provide the Company Working Capital Loans (see Note 5). To date, there were no amounts outstanding under any Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205 -40 Risks and Uncertainties Management continues to evaluate the impact of the COVID -19

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10 -Q -X opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K -K Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Cash and Investments Held in Trust Account The funds in the Trust Account were, from the Company’s Initial Public Offering through February 10, 2023, held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a -7 -bearing Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in the Trust Account. At September 30, 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed consolidated balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three -tier The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These consist of: • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants and forward purchase agreements, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re -assessed The warrants issued as part of the Units sold in connection with the Company’s Initial Public Offering (the “Public Warrants”) (including sale of the Over -Allotment -measurement Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non -operating -current Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2023 and December 31, 2022, 1,837,593 and 32,369,251, respectively, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed consolidated balance sheets. Effective with the closing of the Initial Public Offering (including sale of the Over -Allotment -in Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes,” which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net (Loss) Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares subject to possible redemption and non -redeemable The calculation of diluted net (loss) income per ordinary shares does not consider the effect of the Public Warrants and the Private Placement Warrants to purchase an aggregate of 16,699,626 ordinary shares in the calculation of diluted income per share, because their exercise is contingent upon future events and their inclusion would be anti -dilutive The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share of ordinary shares: For The Three Months Ended September 30, 2023 2022 Class A Class A non-redeemable and Class B Class A Class A non-redeemable and Class B Basic and diluted net (loss) income per ordinary share: Numerator: Allocation of net (loss) income $ (301,755 ) $ (1,187,786 ) $ 1,178,664 $ 332,172 Denominator: Basic and diluted weighted average ordinary shares outstanding 2,317,511 9,122,313 32,369,251 9,122,313 Basic and diluted net (loss) income per ordinary share $ (0.13 ) $ (0.13 ) $ 0.04 $ 0.04 For The Nine Months Ended September 30, 2023 2022 Class A Class A non-redeemable and Class B Class A Class A non-redeemable and Class B Basic and diluted net (loss) income per ordinary share: Numerator: Allocation of net (loss) income $ (1,153,335 ) $ (993,376 ) $ 6,772,201 $ 1,908,544 Denominator: Basic and diluted weighted average ordinary shares outstanding 10,591,230 9,122,313 32,369,251 9,122,313 Basic and diluted net (loss) income per ordinary share $ (0.11 ) $ (0.11 ) $ 0.21 $ 0.21 Recent Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016 -13 -13 -13 -13 Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.	Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short -term Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. At December 31, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sheets. Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three -tier The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These consist of: • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants and forward purchase agreements, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re -assessed The warrants issued in connection with the Company’s Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re -measurement Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non -operating -current Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2022 and 2021, 32,369,251 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. Effective with the closing of the Initial Public Offering (including sale of the Over -Allotment -in Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes,” which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average of ordinary shares outstanding for the respective period. The calculation of diluted net income per ordinary shares does not consider the effect of the warrants issued in connection with the Initial Public Offering (including sale of the Over -Allotment -dilutive The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share of ordinary shares: For the Year Ended For The Period From Class A Class A non- redeemable and Class B Class A Class A non- redeemable and Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 8,293,646 $ 2,337,318 $ 3,739,576 $ 1,280,996 Denominator: Basic and diluted weighted average ordinary shares outstanding 32,369,251 9,122,313 25,579,130 8,762,157 Basic and diluted net income per ordinary share $ 0.26 $ 0.26 $ 0.15 $ 0.15 Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020 -06 -Debt -20 -Contracts -40 -06 -linked and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020 -06 Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Initial Public Offering

Initial Public Offering	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Initial Public Offering [Abstract]
Initial Public Offering	Note 3 — Initial Public Offering On March 23, 2021, the Company consummated its Initial Public Offering of 30,000,000 Units, at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring underwriting fees and other offering costs of approximately $17.2 million, inclusive of approximately $10.5 million in deferred underwriting commissions. On April 7, 2021, the underwriters exercised the over -allotment -Allotment Each Unit consists of one Class A ordinary share and one -half	Note 3 — Initial Public Offering On March 23, 2021, the Company consummated its Initial Public Offering of 30,000,000 Units, at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring underwriting fees and other offering costs of approximately $17.2 million, inclusive of approximately $10.5 million in deferred underwriting commissions. On April 7, 2021, the underwriter exercised the over -allotment -Allotment Each Unit consists of one Class A ordinary share and one -half

Private Placement

Private Placement	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Private Placement [Abstract]
Private Placement	Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 1,030,000 Private Placement Units at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $10.3 million. The proceeds from the sale of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete an initial business combination within the Combination Period, the private placement warrants underlying the Private Placement Units (the “Private Placement Warrants”) will expire worthless.	Note 4 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 1,030,000 Private Placement Units at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $10.3 million. The proceeds from the sale of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the private placement warrants underlying the Private Placement Units (the “Private Placement Warrants”) will expire worthless.

Related Party Transactions

Related Party Transactions	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 5 — Related Party Transactions Founder Shares On January 22, 2021, the Sponsor paid an aggregate of $25,000 to cover certain offering costs of the Company in consideration for 8,625,000 of the Company’s Class B ordinary shares (the “Founder Shares”). The Founder Shares included an aggregate of up to 1,125,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over -allotment -allotment The Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of an initial business combination; and (B) subsequent to an initial business combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub -divisions -trading Effective as of March 27, 2023, pursuant to the terms of the Amended and Restated Memorandum and Articles of Association, the Sponsor elected to convert each outstanding Class B ordinary share held by it on a one -for-one On June 26, 2023, the Company issued one Class B ordinary share for no consideration to assist with administrative function. Promissory Note — Related Party On January 22, 2021, the Company entered into a promissory note with the Sponsor, pursuant to which the Company could have borrowed up to an aggregate principal amount of $251,000 (the “Note”). The Note was non -interest Related Party Loans In order to finance transaction costs in connection with an initial business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of an initial business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of an initial business combination into private placement -equivalent Advances from Related Party As of September 30, 2023 and December 31, 2022, the Sponsor advanced $140,560 and $0 Administrative Services Agreement The Company entered into an agreement that provides that, commencing on effective date of the Initial Public Offering, the Company agreed to pay the Sponsor $10,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of an initial business combination or its liquidation, the Company will cease paying these monthly fees. During the three months ended September 30, 2023 and 2022, the Company incurred $30,000 of such fees, reported as general and administrative expenses — related party in the accompanying consolidated statements of operations. During the nine months ended September 30, 2023 and 2022, the Company incurred $90,000 of such fees, reported as general and administrative expenses — related party in the accompanying consolidated statements of operations. On November 30, 2022, the Sponsor assigned the Administrative Services Agreement, to Sagara Group, LLC, which is a company controlled by Samuel Gloor, the Company’s Chief Executive Officer and Chief Financial Officer.	Note 5 — Related Party Transactions Founder Shares On January 22, 2021, the Sponsor paid an aggregate of $25,000 to cover certain offering costs of the Company in consideration for 8,625,000 of the Company’s Class B ordinary shares (the “Founder Shares”). The Founder Shares included an aggregate of up to 1,125,000 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over -allotment -allotment The Sponsor agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub -divisions -trading Promissory Note — Related Party On January 22, 2021, the Company entered into a promissory note with the Sponsor, pursuant to which the Company could have borrowed up to an aggregate principal amount of $251,000 (the “Note”). The Note was non -interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into private placement -equivalent Administrative Services Agreement The Company entered into an agreement that provides that, commencing on effective date of the Initial Public Offering, the Company agreed to pay the Sponsor $10,000 per month for office space, utilities, secretarial and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees. During the year ended December 31, 2022 and the period from January 8, 2021 (inception) through December 31, 2021 the Company incurred $120,000 and $100,000, respectively, of such fees, reported as general and administrative expenses — related party in the accompanying statements of operations. On November 30, 2022, the Company assigned the Administrative Services Agreement, previously entered into by and between the Company and its sponsor, Byte Holdings LP, to Sagara Group, LLC, which is a company controlled by Mr. Gloor. As of December 31, 2022 and 2021, there were $10,000 of such expenses unpaid in accounts payable on the balance sheets.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Units (including the underlying securities) and securities that may be issued upon conversion of the Working Capital Loans are entitled to registration rights pursuant to a registration rights agreement signed upon the effective date of the Initial Public Offering requiring the Company to register a sale of any of the securities held by them, including any other securities of the Company acquired by them prior to the consummation of the Company’s initial business combination. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy -back Underwriting Agreement The Company granted the underwriters a 45 -day -allotments -allotment -Allotment The underwriters received a cash underwriting discount of $0.20 per Unit, or $6.5 million in the aggregate, paid upon the closing of the Initial Public Offering and sale of Over -Allotment On May 30, 2023, the underwriters waived their entitlement to receive payment of the deferred underwriting commissions of $11,329,238, that was to be paid under the terms of the underwriting agreement, only in the event of closing of a business combination with Airship AI Holdings, Inc. Non-Redemption Agreements On March 8, 2023, the Company entered into two non -redemption -Redemption -Redeeming -Redemption -Redeeming Shares held by each party on the date of the Non -Redemption -Redeeming -Redemption -Redeeming -redemption -redemption -redemption On September 14, 2023, the Company entered into an amendment to the Non -Redemption -Redeeming -Redemption -Redeeming -Redemption -Redeeming -Redemption On August 1, 2023, the Company entered into a Non -Redemption -Redeeming -Redeeming -Redemption Non-Redemption Agreement — Related Party On August 1, 2023, the Company entered into a non -redemption -Redemption -Redemption -Redemption -Redemption -redemption -redemption Merger Agreement On June 27, 2023, the Company (which shall de -register On September 22, 2023, the Company, Airship AI, and Merger Sub entered into an amendment to the Merger Agreement (the “Amendment”). The Amendment amends the Merger Agreement to extend the last date for the Company to consummate the Business Combination (the “Outside Closing Date”) from December 26, 2023 to the latest of (a) September 25, 2023, (b) if the Extension Proposal (as defined in the Merger Agreement) is approved, March 26, 2024 and (C) if one or more extensions to a date following March 26, 2024 with Airship AI Holdings, Inc.’s approval is obtained at the election of the Company, with the Company’s shareholder vote, in accordance with the Company’s Amended and Restated Memorandum and Articles of Association, the last date for the Company to the Business Combination pursuant to such extensions. Parent Support Agreement In connection with the execution of the Merger Agreement, Byte entered into a support agreement (the “Parent Support Agreement”) with the Sponsor and Airship AI, pursuant to which the Sponsor agreed to, among other things, vote all of its shares in favor of the various proposals related to the Business Combination and the Merger Agreement and any other matters necessary or reasonably requested by Byte for consummation of the Business Combination. The Sponsor has also agreed (a) to forfeit 1,000,000 Byte Class A ordinary shares owned by the Sponsor on the Closing Date and (b) to contribute up to 2,600,000 Byte Class A ordinary shares owned by the Sponsor to secure the Non -Redemption -up Company Support Agreement In connection with the execution of the Merger Agreement, Byte entered into a support agreement (the “Company Support Agreement”) with Airship AI and certain shareholders of Airship AI (the “Company Supporting Shareholders”), pursuant to which the Company Supporting Shareholders agreed to, among other things, (i) vote to adopt and approve, or to execute a written consent with respect to the approval, within five business days following the date of the effectiveness of the registration statement on Form S -4	Note 6 — Commitments and Contingencies Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Units (including the underlying securities) and securities that may be issued upon conversion of the Working Capital Loans were entitled to registration rights pursuant to a registration rights agreement signed upon the effective date of the Initial Public Offering requiring the Company to register a sale of any of the securities held by them, including any other securities of the Company acquired by them prior to the consummation of the Company’s initial Business Combination. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy -back Underwriting Agreement The Company granted the underwriters a 45 -day -allotments -allotment -Allotment The underwriters received a cash underwriting discount of $0.20 per Unit, or $6.5 million in the aggregate, paid upon the closing of the Initial Public Offering and sale of Over -Allotment

Class A Ordinary Shares Subject

Class A Ordinary Shares Subject to Possible Redemption	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Class A Ordinary Shares Subject to Possible Redemption [Abstract]
Class A Ordinary Shares Subject to Possible Redemption	Note 7 — Class A Ordinary Shares Subject to Possible Redemption The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. As of September 30, 2023 and December 31, 2022, there were 1,837,593 and 32,369,251 Class A ordinary shares subject to possible redemption and classified outside of permanent equity in the condensed consolidated balance sheets. In connection with the extraordinary general meeting held on March 16, 2023, holders of 30,006,034 of the Company’s Class A ordinary shares exercised their right to redeem for a redemption value totaling $306,691,945. In connection with the extraordinary general meeting held on September 22, 2023, holders of 525,624 of the Company’s Class A ordinary shares exercised their right to redeem for a redemption value totaling $5,587,383, which remains outstanding and payable as of September 30, 2023. The Class A ordinary shares subject to possible redemption reflected on the condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022 is reconciled on the following table: Gross proceeds from Initial Public Offering, including sale of the Over-Allotment Units $ 323,692,510 Less: Fair value of Public Warrants at issuance (15,217,550 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (17,636,964 ) Plus: Initial accretion on Class A ordinary shares subject to possible redemption amount 32,854,514 Remeasurement on Class A ordinary shares subject to possible redemption amount 4,433,922 Class A ordinary shares subject to possible redemption, December 31, 2022 328,126,432 Less: Redemption of Class A ordinary shares (306,691,945 ) Redemption payable (5,587,383 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 3,720,218 Class A ordinary shares subject to possible redemption, September 30, 2023 $ 19,567,322	Note 7 — Class A Ordinary Shares Subject to Possible Redemption The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. As of December 31, 2022 and 2021, there were 32,369,251 Class A ordinary shares subject to possible redemption and classified outside of permanent equity in the balance sheets. The Class A ordinary shares subject to possible redemption reflected on the balance sheet is reconciled on the following table: Gross proceeds from Initial Public Offering, including sale of the Over-Allotment Units $ 323,692,510 Less: Fair value of Public Warrants at issuance (15,217,550 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (17,636,964 ) Plus: Initial accretion on Class A ordinary shares subject to possible redemption amount 32,854,514 Remeasurement on Class A ordinary shares subject to possible redemption amount 4,433,922 Class A ordinary shares subject to possible redemption, December 31, 2022 $ 328,126,432

Shareholders' Deficit

Shareholders' Deficit	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Shareholders' Deficit [Abstract]
Shareholders' Deficit	Note 8 — Shareholders’ Deficit Preference Shares — -takeover Class A Ordinary Shares — Class B Ordinary Shares — Effective as of March 27, 2023, pursuant to the terms of the Amended and Restated Memorandum and Articles of Association, the Sponsor elected to convert each outstanding Class B ordinary share held by it on a one -for-one On June 26, 2023, the Company issued one Class B ordinary share for no consideration to assist with administrative function.	Note 8 — Shareholders’ Deficit Preference Shares -takeover Class A Ordinary Shares Class B Ordinary Shares -allotment -allotment Only holders of the Class B ordinary shares will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company’s shareholders except as otherwise required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the completion of a Business Combination on a one -for-one -linked -linked -linked -equivalent -for-one

Warrants

Warrants	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Warrants [Abstract]
Warrants	Note 9 — Warrants As of September 30, 2023 and December 31, 2022, the Company had an aggregate of 16,699,626 warrants outstanding, comprised of 16,184,626 Public Warrants and 515,000 Private Placement Warrants. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable 30 days after the completion of an initial business combination. The Public Warrants will expire five years from the completion of an initial business combination, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described with respect to the Private Placement Warrants): • • • • -divisions -trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: • • • • -trading • If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete an initial business combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity -linked The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that (x) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of an initial business combination, subject to certain limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non -redeemable	Note 9 — Warrants As of December 31, 2022 and 2021, there were 16,184,626 and 515,000 Public Warrants and Private Placement Warrants, respectively, outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination. The Public Warrants will expire five years from the completion of a Business Combination, or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company is registering the Class A ordinary shares issuable upon exercise of the warrants in the registration statement of which this prospectus forms a part because the warrants will become exercisable 30 days after the completion of its initial business combination, which may be within one year of this offering. However, because the warrants will be exercisable until their expiration date of up to five years after the completion of the Company’s initial business combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of the Company’s initial business combination, under the terms of the warrant agreement, the Company agreed that, as soon as practicable, but in no event later than 15 business days, after the closing of its initial business combination, the Company will use its best efforts to file with the SEC a post -effective th basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects to do so, the Company will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00: Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described with respect to the Private Placement Warrants): • • • • -divisions -trading If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00: Once the warrants become exercisable, the Company may redeem the outstanding warrants: • • • • -trading • If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity -linked by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination, and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering, except that (x) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non -redeemable

Fair Value Measurements

Fair Value Measurements	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Fair Value Measurements [Abstract]
Fair Value Measurements	Note 10 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. As of September 30, 2023 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs Significant Other Unobservable Inputs Liabilities: Derivative warrant liabilities – Public warrants $ 3,722,464 $ — $ — Derivative warrant liabilities – Private placement warrants $ — $ 118,450 $ — As of December 31, 2022 Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs Significant Other Unobservable Inputs Assets: Investments held in Trust Account – Money market fund $ 328,226,432 $ — $ — Liabilities: Derivative warrant liabilities – Public warrants $ 1,294,770 $ — $ — Derivative warrant liabilities – Private placement warrants $ — $ 41,280 $ — Transfers to/from Levels The initial estimated fair value of the warrants was measured using a Monte Carlo simulation. The subsequent estimated fair value of the Public Warrants is based on the listed price in an active market for such warrants while the fair value of the Private Placement Warrants continues to be measured using a Monte Carlo simulation, with level 2 inputs. For the three months ended September 30, 2023 and 2022, the Company recognized a loss and gain resulting from changes in the fair value of derivative warrant liabilities of approximately $1.0 million and $0.3 million, respectively, which is presented in the accompanying consolidate statements of operations. For the nine months ended September 30, 2023 and 2022, the Company recognized a loss and gain resulting from changes in the fair value of derivative warrant liabilities of approximately $2.5 million and $7.7 million, respectively, which is presented in the accompanying consolidate statements of operations.	Note 10 — Fair Value Measurements The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description December 31, Quoted Prices in Active Markets (Level 1) Significant Other Observable (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account – Money market fund $ 328,226,432 $ — $ — Liabilities: Derivative warrant liabilities – Public warrants $ 1,294,770 $ — $ — Derivative warrant liabilities – Private placement warrants $ — $ 41,280 $ — Description December 31, 2021 Quoted Prices in Active Markets (Level 1) Significant Other Observable (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account – Money market fund $ 323,716,979 $ — $ — Liabilities: Derivative warrant liabilities – Public warrants $ 8,582,810 $ — $ — Derivative warrant liabilities – Private placement warrants $ — $ 271,760 $ — Transfers to/from Levels The initial estimated fair value of the warrants was measured using a Monte Carlo simulation. The subsequent estimated fair value of the Public Warrants is based on the listed price in an active market for such warrants while the fair value of the Private Placement Warrants continues to be measured using a Monte Carlo simulation, with level 2 inputs. For the year ended December31, 2022 and the period from January 8, 2021 (inception) through December 31, 2021, the Company recognized a gain resulting from changes in the fair value of derivative warrant liabilities of approximately $7.5 million and $6.9 million, which is presented in the accompanying statements of operations, respectively. The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: March 23, 2021 April 7, 2021 Exercise price $ 11.50 $ 11.50 Share price $ 9.53 $ 9.51 Volatility 15.6 % 15.7 % Term 6.5 6.5 Risk-free rate 1.18 % 1.21 % The change in the fair value of derivative liabilities, measured using Level 3 inputs, for the period ended December 31, 2021 is summarized as follows: Derivative warrant liabilities at March 23, 2021 (inception) $ — Issuance of Public and Private Warrants 14,449,550 Change in fair value of derivative warrant liabilities 294,850 Derivative warrant liabilities at March 31, 2021 $ 14,744,400 Issuance of Public Warrants; over-allotment 1,267,550 Transfer of Public Warrants to Level 1 (15,517,550 ) Transfer of Private Placement Warrants to Level 2 (494,400 ) Derivative warrant liabilities at December 31, 2021 $ —

Subsequent Events

Subsequent Events	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 11 — Subsequent Events The Company has evaluated subsequent events and transactions that occurred up to the date the unaudited condensed consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements. On November 1, 2023, the Company received an additional advance of $224,500 from a related party.	Note 11 — Subsequent Events The Company has evaluated subsequent events and transactions that occurred up to the date the financial statements were issued. Based upon this review, except as described below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. On March 8, 2023, the Company entered into non -redemption -Redemption -Redeeming -Redemption -Redeeming -Redemption -Redeeming

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10 -Q -X opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected through December 31, 2023. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10 -K -K	Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC.
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short -term	Cash and Cash Equivalents The Company considers all short -term
Cash and Investments Held in Trust Account	Cash and Investments Held in Trust Account The funds in the Trust Account were, from the Company’s Initial Public Offering through February 10, 2023, held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a -7 -bearing
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in the Trust Account. At September 30, 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000, and investments held in Trust Account. At December 31, 2022 and 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the condensed consolidated balance sheets.	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented in the balance sheets.
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three -tier The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These consist of: • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three -tier The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These consist of: • • • In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Warrant Liabilities	Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants and forward purchase agreements, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re -assessed The warrants issued as part of the Units sold in connection with the Company’s Initial Public Offering (the “Public Warrants”) (including sale of the Over -Allotment -measurement	Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants and forward purchase agreements, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re -assessed The warrants issued in connection with the Company’s Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re -measurement
Offering Costs Associated with the Initial Public Offering	Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non -operating -current
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of September 30, 2023 and December 31, 2022, 1,837,593 and 32,369,251, respectively, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s condensed consolidated balance sheets. Effective with the closing of the Initial Public Offering (including sale of the Over -Allotment -in	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares is classified as shareholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2022 and 2021, 32,369,251 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. Effective with the closing of the Initial Public Offering (including sale of the Over -Allotment -in
Income Taxes	Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes,” which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.	Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes,” which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net (Loss) Income Per Ordinary Share	Net (Loss) Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares subject to possible redemption and non -redeemable The calculation of diluted net (loss) income per ordinary shares does not consider the effect of the Public Warrants and the Private Placement Warrants to purchase an aggregate of 16,699,626 ordinary shares in the calculation of diluted income per share, because their exercise is contingent upon future events and their inclusion would be anti -dilutive The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share of ordinary shares: For The Three Months Ended September 30, 2023 2022 Class A Class A non-redeemable and Class B Class A Class A non-redeemable and Class B Basic and diluted net (loss) income per ordinary share: Numerator: Allocation of net (loss) income $ (301,755 ) $ (1,187,786 ) $ 1,178,664 $ 332,172 Denominator: Basic and diluted weighted average ordinary shares outstanding 2,317,511 9,122,313 32,369,251 9,122,313 Basic and diluted net (loss) income per ordinary share $ (0.13 ) $ (0.13 ) $ 0.04 $ 0.04 For The Nine Months Ended September 30, 2023 2022 Class A Class A non-redeemable and Class B Class A Class A non-redeemable and Class B Basic and diluted net (loss) income per ordinary share: Numerator: Allocation of net (loss) income $ (1,153,335 ) $ (993,376 ) $ 6,772,201 $ 1,908,544 Denominator: Basic and diluted weighted average ordinary shares outstanding 10,591,230 9,122,313 32,369,251 9,122,313 Basic and diluted net (loss) income per ordinary share $ (0.11 ) $ (0.11 ) $ 0.21 $ 0.21	Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income per ordinary share is calculated by dividing the net income by the weighted average of ordinary shares outstanding for the respective period. The calculation of diluted net income per ordinary shares does not consider the effect of the warrants issued in connection with the Initial Public Offering (including sale of the Over -Allotment -dilutive The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share of ordinary shares: For the Year Ended For The Period From Class A Class A non- redeemable and Class B Class A Class A non- redeemable and Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 8,293,646 $ 2,337,318 $ 3,739,576 $ 1,280,996 Denominator: Basic and diluted weighted average ordinary shares outstanding 32,369,251 9,122,313 25,579,130 8,762,157 Basic and diluted net income per ordinary share $ 0.26 $ 0.26 $ 0.15 $ 0.15
Recent Accounting Pronouncements	Recent Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016 -13 -13 -13 -13 Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.	Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020 -06 -Debt -20 -Contracts -40 -06 -linked and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020 -06 Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
Emerging Growth Company		Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Cash and Investments Held in Trust Account		Investments Held in Trust Account The Company’s portfolio of investments is comprised solely of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Offering Costs Associated with the Initial Public Offering		Offering Costs Associated with the Initial Public Offering Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non -operating -current

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Basis of Presentation and Summary of Significant Accounting Policies [Abstract]
Schedule of Basic and Diluted Net (Loss) Income Per Share of Ordinary Shares	The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net (loss) income per share of ordinary shares: For The Three Months Ended September 30, 2023 2022 Class A Class A non-redeemable and Class B Class A Class A non-redeemable and Class B Basic and diluted net (loss) income per ordinary share: Numerator: Allocation of net (loss) income $ (301,755 ) $ (1,187,786 ) $ 1,178,664 $ 332,172 Denominator: Basic and diluted weighted average ordinary shares outstanding 2,317,511 9,122,313 32,369,251 9,122,313 Basic and diluted net (loss) income per ordinary share $ (0.13 ) $ (0.13 ) $ 0.04 $ 0.04 For The Nine Months Ended September 30, 2023 2022 Class A Class A non-redeemable and Class B Class A Class A non-redeemable and Class B Basic and diluted net (loss) income per ordinary share: Numerator: Allocation of net (loss) income $ (1,153,335 ) $ (993,376 ) $ 6,772,201 $ 1,908,544 Denominator: Basic and diluted weighted average ordinary shares outstanding 10,591,230 9,122,313 32,369,251 9,122,313 Basic and diluted net (loss) income per ordinary share $ (0.11 ) $ (0.11 ) $ 0.21 $ 0.21	The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share of ordinary shares: For the Year Ended For The Period From Class A Class A non- redeemable and Class B Class A Class A non- redeemable and Class B Basic and diluted net income per ordinary share: Numerator: Allocation of net income $ 8,293,646 $ 2,337,318 $ 3,739,576 $ 1,280,996 Denominator: Basic and diluted weighted average ordinary shares outstanding 32,369,251 9,122,313 25,579,130 8,762,157 Basic and diluted net income per ordinary share $ 0.26 $ 0.26 $ 0.15 $ 0.15

Class A Ordinary Shares Subje_2

Class A Ordinary Shares Subject to Possible Redemption (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Class A Ordinary Shares Subject to Possible Redemption [Abstract]
Schedule of Class A Ordinary Shares Subject to Possible Redemption Reflected on Balance Sheet	The Class A ordinary shares subject to possible redemption reflected on the condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022 is reconciled on the following table: Gross proceeds from Initial Public Offering, including sale of the Over-Allotment Units $ 323,692,510 Less: Fair value of Public Warrants at issuance (15,217,550 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (17,636,964 ) Plus: Initial accretion on Class A ordinary shares subject to possible redemption amount 32,854,514 Remeasurement on Class A ordinary shares subject to possible redemption amount 4,433,922 Class A ordinary shares subject to possible redemption, December 31, 2022 328,126,432 Less: Redemption of Class A ordinary shares (306,691,945 ) Redemption payable (5,587,383 ) Plus: Accretion on Class A ordinary shares subject to possible redemption amount 3,720,218 Class A ordinary shares subject to possible redemption, September 30, 2023 $ 19,567,322	The Class A ordinary shares subject to possible redemption reflected on the balance sheet is reconciled on the following table: Gross proceeds from Initial Public Offering, including sale of the Over-Allotment Units $ 323,692,510 Less: Fair value of Public Warrants at issuance (15,217,550 ) Offering costs allocated to Class A ordinary shares subject to possible redemption (17,636,964 ) Plus: Initial accretion on Class A ordinary shares subject to possible redemption amount 32,854,514 Remeasurement on Class A ordinary shares subject to possible redemption amount 4,433,922 Class A ordinary shares subject to possible redemption, December 31, 2022 $ 328,126,432

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Fair Value Measurements [Abstract]
Schedule of Assets and Liabilities that are Measured at Fair value on a Recurring Basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs Significant Other Unobservable Inputs Liabilities: Derivative warrant liabilities – Public warrants $ 3,722,464 $ — $ — Derivative warrant liabilities – Private placement warrants $ — $ 118,450 $ — Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs Significant Other Unobservable Inputs Assets: Investments held in Trust Account – Money market fund $ 328,226,432 $ — $ — Liabilities: Derivative warrant liabilities – Public warrants $ 1,294,770 $ — $ — Derivative warrant liabilities – Private placement warrants $ — $ 41,280 $ —	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description December 31, Quoted Prices in Active Markets (Level 1) Significant Other Observable (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account – Money market fund $ 328,226,432 $ — $ — Liabilities: Derivative warrant liabilities – Public warrants $ 1,294,770 $ — $ — Derivative warrant liabilities – Private placement warrants $ — $ 41,280 $ — Description December 31, 2021 Quoted Prices in Active Markets (Level 1) Significant Other Observable (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Investments held in Trust Account – Money market fund $ 323,716,979 $ — $ — Liabilities: Derivative warrant liabilities – Public warrants $ 8,582,810 $ — $ — Derivative warrant liabilities – Private placement warrants $ — $ 271,760 $ —
Schedule of Level 3 Fair Value Measurements Inputs		The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates: March 23, 2021 April 7, 2021 Exercise price $ 11.50 $ 11.50 Share price $ 9.53 $ 9.51 Volatility 15.6 % 15.7 % Term 6.5 6.5 Risk-free rate 1.18 % 1.21 %
Schedule of Change in the Fair Value of Derivative Liabilities		The change in the fair value of derivative liabilities, measured using Level 3 inputs, for the period ended December 31, 2021 is summarized as follows: Derivative warrant liabilities at March 23, 2021 (inception) $ — Issuance of Public and Private Warrants 14,449,550 Change in fair value of derivative warrant liabilities 294,850 Derivative warrant liabilities at March 31, 2021 $ 14,744,400 Issuance of Public Warrants; over-allotment 1,267,550 Transfer of Public Warrants to Level 1 (15,517,550 ) Transfer of Private Placement Warrants to Level 2 (494,400 ) Derivative warrant liabilities at December 31, 2021 $ —

Description of Organization a_2

Description of Organization and Business Operations (Details) - USD ($)			1 Months Ended		9 Months Ended		12 Months Ended
	Mar. 16, 2023	Apr. 07, 2021	Sep. 22, 2023	Mar. 23, 2021	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Mar. 08, 2023
Description of Organization and Business Operations [Line Items]
Gross proceeds								$ 323,692,510
Offering costs								70,000
Shares price per unit (in Dollars per share)					$ 0.033		$ 10		$ 0.033
Gross proceeds								$ 10,300,000
Net proceeds of sale of the units					$ 323,700,000
Fair market value percentage					80%		80%
Amount held to trust account price per share (in Dollars per share)					$ 10		$ 10
Aggregate of public shares percentage					100%		15%
Common stock held in trust	$ 306,106,987
Redemption amount	$ 24,100,000
Minimum net tangible assets					$ 5,000,001
Maximum net tangible assets					$ 5,000,001
Redeem outstanding Public Shares					100%
Interest to pay dissolution expenses					$ 100,000
Share price per share (in Dollars per share)		$ 9.51		$ 9.53	$ 10
Reductions price per share (in Dollars per share)					$ 10		$ 10
Operating bank account					$ 19,000
Working capital amount					3,000,000		$ 800,000
Receipt from capital contribution					10
Generating gross proceeds		$ 23,692,510
Initial public offering, description							Upon the closing of the Initial Public Offering, sale of the Over-Allotment Units and closing of the Private Placement, $323.7 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering, the Over-Allotment Units and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. In addition, the Company transferred an excess amount of $900,000 into the Trust Account upon closing of the Initial Public Offering, of which approximately $474,000 remained in the Trust Account after closing of the sale of the Over-Allotment Units.
Net tangible assets							$ 5,000,001
Redeem obligation percentage							100%
Redeem outstanding percentage							100%
Interest to pay							$ 100,000
Public price per share (in Dollars per share)							$ 10
Operating cash balance							$ 1,100,000
Offering costs							25,000
Sponsors loan							149,000
IPO [Member]
Description of Organization and Business Operations [Line Items]
Consummated units (in Shares)				30,000,000
Price per share (in Dollars per share)				$ 10
Gross proceeds				$ 300,000,000
Offering costs				17,200,000
Deferred underwriting commissions				$ 10,500,000
Shares price per unit (in Dollars per share)				$ 10
Receipt from capital contribution					$ 25,000		$ 16,699,626
Shares issued (in Shares)				30,000,000
Gross proceeds				$ 300,000,000
Underwriting fees and other offering costs				$ 17,200,000
Over-Allotment Option [Member]
Description of Organization and Business Operations [Line Items]
Gross proceeds		$ 23,692,510
Purchase of additional share (in Shares)		2,369,251		4,500,000	4,500,000
Shares price per unit (in Dollars per share)				$ 10
Purchase of additional shares (in Shares)				4,500,000
Private Placement [Member]
Description of Organization and Business Operations [Line Items]
Consummated units (in Shares)					1,030,000
Price per share (in Dollars per share)					$ 10		$ 10
Shares price per unit (in Dollars per share)							$ 10
Gross proceeds					$ 10,300,000
Receipt from capital contribution					$ 149,000
Shares issued (in Shares)							1,030,000
Generating gross proceeds							$ 10,300,000
Trust Account [Member]
Description of Organization and Business Operations [Line Items]
Redemption price per share (in Dollars per share)	$ 10.22
Aggregate amount	$ 306,691,945
Minimum [Member]
Description of Organization and Business Operations [Line Items]
Redemption price per share (in Dollars per share)	$ 0.02
Aggregate amount	$ 584,958
Over-Allotment Option [Member]
Description of Organization and Business Operations [Line Items]
Shares price per unit (in Dollars per share)					$ 10
Class A Ordinary Shares [Member]
Description of Organization and Business Operations [Line Items]
Price per share (in Dollars per share)					12		$ 12
Aggregate redeem shares (in Shares)	30,006,034		525,624
Redemption price per share (in Dollars per share)	$ 10.2				$ 10.63
Aggregate shares (in Shares)					525,624
Underwriter [Member] | Over-Allotment Option [Member]
Description of Organization and Business Operations [Line Items]
Shares issued (in Shares)		2,369,251
Generating gross proceeds		$ 23,692,510
Business Acquisition [Member]
Description of Organization and Business Operations [Line Items]
Percentage of issued and outstanding voting securities					50%		50%
Aggregate of public shares percentage					15%

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Federal depository insurance coverage amount (in Dollars)	$ 250,000
Diluted income per share	16,699,626
Federal depository insurance coverage (in Dollars)			$ 250,000
Payment to sponsor (in Dollars)	$ 10
Initial Public Offering [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Payment to sponsor (in Dollars)	$ 25,000		$ 16,699,626
Class A Ordinary Shares [Member]
Basis of Presentation and Summary of Significant Accounting Policies [Line Items]
Temporary Equity, Shares Outstanding	1,837,593		32,369,251	32,369,251
Ordinary shares subject to possible redemption			32,369,251	32,369,251

Basis of Presentation and Sum_4

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Share of Ordinary Shares - $ / shares	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Class A [Member]
Accounting Policies [Line Items]
Basic net (loss) income per ordinary share	$ (0.13)	$ 0.04	$ (0.11)	$ 0.21	$ 0.26	$ 0.15
Class A non-redeemable and Class B [Member]
Accounting Policies [Line Items]
Basic net (loss) income per ordinary share	$ (0.13)	$ 0.04	$ (0.11)	$ 0.21

Basis of Presentation and Sum_5

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Share of Ordinary Shares (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2021
Class A [Member]
Accounting Policies [Line Items]
Diluted net income per ordinary share	$ (0.13)	$ 0.04	$ (0.11)	$ 0.21	$ 0.26	$ 0.15	$ 0.15
Class A non-redeemable and Class B [Member]
Accounting Policies [Line Items]
Diluted net income per ordinary share	$ (0.13)	$ 0.04	$ (0.11)	$ 0.21

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)		1 Months Ended	9 Months Ended	12 Months Ended
	Apr. 07, 2021	Mar. 23, 2021	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Initial Public Offering [Line Items]
Gross proceeds					$ 323,692,510
Offering costs					$ 70,000
Shares forfeited (in Shares)	532,687
Shares forfeited (in Shares)	532,687
IPO [Member]
Initial Public Offering [Line Items]
Consummated units (in Shares)		30,000,000
Price per unit (in Dollars per share)		$ 10
Gross proceeds		$ 300,000,000
Offering costs		17,200,000
Deferred underwriting commissions		$ 10,500,000
Number of shares in a unit (in Shares)			1
Shares issued (in Shares)		30,000,000
Gross proceeds		$ 300,000,000
Underwriting fees and other offering costs		$ 17,200,000
Over-Allotment Option [Member]
Initial Public Offering [Line Items]
Gross proceeds	$ 23,692,510
Gross proceeds	$ 23,692,510
Class A Ordinary Shares [Member]
Initial Public Offering [Line Items]
Price per unit (in Dollars per share)			$ 12	$ 12
Exercise price (in Dollars per share)				$ 11.5
Public Warrants Member [Member] | IPO [Member]
Initial Public Offering [Line Items]
Number of Warrants Issued Per Unit (in Shares)			1
Number of common stock (in Shares)			1
Exercise price (in Dollars per share)			$ 11.5

Private Placement (Details)

Private Placement (Details) - Private Placement [Member] - USD ($) $ / shares in Units, $ in Millions	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Private Placement [Line Items]
Consummated units	1,030,000
Price per share	$ 10	$ 10
Gross proceeds	$ 10.3
Sale of units		1,030,000
Price per unit		$ 10
Generating gross proceeds		$ 10.3

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)					3 Months Ended		9 Months Ended		12 Months Ended
	Apr. 07, 2021	Apr. 07, 2021	Jan. 22, 2021	Jan. 22, 2021	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Jun. 26, 2023	Mar. 25, 2021	Mar. 23, 2021
Related Party Transactions (Details) [Line Items]
Offering costs										$ 70,000
Shares subject to forfeiture (in Shares)							1,125,000		1,125,000
Founder shares outstanding percentage							20%		20%
Aggregate principal amount			$ 251,000	$ 251,000
Borrowings amount												$ 149,000
Discretion amount					$ 1,500,000		$ 1,500,000		$ 1,500,000
Office space, utilities, secretarial and administrative support services expenses							10,000
General and administrative expenses					$ 766,831	$ 238,259	$ 3,289,510	$ 814,975	1,277,009	921,347
Offering costs			25,000	25,000
Sponsor amount									10,000
General and administrative expenses									$ 120,000	$ 100,000
Over-Allotment Option [Member]
Related Party Transactions (Details) [Line Items]
Ordinary shares issued (in Shares)	532,687	532,687
Shares issued (in Shares)													4,500,000
Private Placement [Member]
Related Party Transactions (Details) [Line Items]
Price per share (in Dollars per share)					$ 10		$ 10		$ 10
Class B Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Offering costs			$ 25,000	$ 25,000
Ordinary shares issued (in Shares)			8,625,000	8,625,000
Shares issued (in Shares)											1
Class A Ordinary Shares [Member]
Related Party Transactions (Details) [Line Items]
Price per share (in Dollars per share)					$ 12		$ 12		$ 12
Related Party [Member]
Related Party Transactions (Details) [Line Items]
Advance from related party					$ 140,560		$ 140,560
General and administrative expenses					$ 30,000	$ 30,000	$ 90,000	$ 90,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)				1 Months Ended	9 Months Ended		12 Months Ended
	Sep. 25, 2023	Mar. 08, 2023	Apr. 07, 2021	Mar. 23, 2021	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Sep. 14, 2023	Aug. 01, 2023	May 30, 2023
Commitments and Contingencies (Details) [Line Items]
Gross proceeds								$ 323,692,510
Cash underwriting discount per share (in Dollars per share)					$ 0.2
Cash underwriting discount					$ 6,500,000
Deferred fee of per unit (in Dollars per share)					$ 0.35		$ 0.35
Aggregate deferred fee					$ 11,300,000		$ 11,300,000
Deferred underwriting commissions											$ 11,329,238
Public shares held (in Shares)		1,000,000
Share price (in Dollars per share)		$ 0.033			$ 0.033		$ 10
Non redemption agreement					$ 396,000
Non-redemption agreement liability					250,243
Public shares (in Shares)									1,000,000
Aggregate value										$ 1,000,000
Non-redemption agreement liability					$ 37,657
Forfeiture shares (in Shares)					1,000,000
Sponsor shares (in Shares)					2,600,000
Generating gross proceeds			$ 23,692,510
Underwriting discount of per unit (in Dollars per share)							$ 0.2
Aggregate underwrites received cash							$ 6,500,000
Over-Allotment Option [Member]
Commitments and Contingencies (Details) [Line Items]
Purchase additional units (in Shares)			2,369,251	4,500,000	4,500,000
Gross proceeds			$ 23,692,510
Share price (in Dollars per share)				$ 10
Purchase additional units (in Shares)							4,500,000
Class A Ordinary Shares [Member]
Commitments and Contingencies (Details) [Line Items]
Non redemption agreement	$ 20,144
Share acquired (in Shares)										570,555
Sponsor [Member] | Class A Ordinary Share [Member]
Commitments and Contingencies (Details) [Line Items]
Aggregate value										$ 6,000,000
Non-Redemption agreement price per share (in Dollars per share)										$ 0.033
Bulletin Topic [Member]
Commitments and Contingencies (Details) [Line Items]
Non redemption agreement					$ 6,387

Class A Ordinary Shares Subje_3

Class A Ordinary Shares Subject to Possible Redemption (Details) - Class A Ordinary Shares [Member] - USD ($)		1 Months Ended
	Mar. 16, 2023	Sep. 22, 2023	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Class A Ordinary Shares Subject to Possible Redemption (Details) [Line Items]
Ordinary shares subject to possible redemption shares issued			1,837,593	32,369,251	32,369,251
Ordinary shares subject to possible redemption shares outstanding			1,837,593	32,369,251	32,369,251
Ordinary shares	30,006,034	525,624
Ordinary shares exercised (in Dollars)	$ 306,691,945
Total redemption value (in Dollars)		$ 5,587,383
Shares subject to possible redemption				32,369,251	32,369,251

Class A Ordinary Shares Subje_4

Class A Ordinary Shares Subject to Possible Redemption (Details) - Schedule of Class A Ordinary Shares Subject to Possible Redemption Reflected on Balance Sheet - Class A Ordinary Shares [Member] - USD ($)	12 Months Ended
	Dec. 31, 2022	Sep. 30, 2023
Schedule of class A ordinary shares subject to possible redemption reflected on the balance sheet [Abstract]
Gross proceeds from Initial Public Offering, including sale of the Over-Allotment Units	$ 323,692,510
Less:
Fair value of Public Warrants at issuance	(15,217,550)
Offering costs allocated to Class A ordinary shares subject to possible redemption	(17,636,964)
Plus:
Initial accretion on Class A ordinary shares subject to possible redemption amount	32,854,514
Remeasurement on Class A ordinary shares subject to possible redemption amount	4,433,922
Class A ordinary shares subject to possible redemption	$ 328,126,432	$ 19,567,322
Less:
Redemption of Class A ordinary shares		(306,691,945)
Redemption payable		(5,587,383)
Plus:
Accretion on Class A ordinary shares subject to possible redemption amount		$ 3,720,218

Shareholders' Deficit (Details)

Shareholders' Deficit (Details) - $ / shares		12 Months Ended
	Mar. 31, 2021	Dec. 31, 2022	Sep. 30, 2023	Dec. 31, 2021	Apr. 07, 2021
Shareholders' Deficit (Details) [Line Items]
Preference shares, shares authorized		1,000,000	1,000,000	1,000,000
Preference shares, par value (in Dollars per share)		$ 0.0001	$ 0.0001	$ 0.0001
Issued and outstanding ordinary shares percentage		20%
Class A Ordinary Shares [Member]
Shareholders' Deficit (Details) [Line Items]
Ordinary shares, authorized		200,000,000	200,000,000	200,000,000
Ordinary shares, par value (in Dollars per share)		$ 0.0001	$ 0.0001	$ 0.0001
Ordinary shares, outstanding		1,030,000	9,122,313	1,030,000
Ordinary shares, issued		1,030,000	9,122,313	1,030,000
Ordinary shares subject to possible redemption shares issued		32,369,251	1,837,593	32,369,251
Ordinary shares subject to possible redemption shares outstanding		32,369,251	1,837,593	32,369,251
Ordinary shares subject to possible redemption		32,369,251		32,369,251
Class B Ordinary Shares [Member]
Shareholders' Deficit (Details) [Line Items]
Ordinary shares, authorized		20,000,000	20,000,000	20,000,000
Ordinary shares, par value (in Dollars per share)		$ 0.0001	$ 0.0001	$ 0.0001
Ordinary shares, outstanding	8,625,000	8,092,313	1	8,092,313
Ordinary shares, issued	8,625,000	8,092,313	1	8,092,313
Subject to forfeiture shares	1,125,000
Issued and outstanding ordinary shares percentage	20%
Shares forfeited					532,687

Warrants (Details)

Warrants (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2023 $ / shares shares	Dec. 31, 2022 $ / shares shares	Dec. 31, 2021 shares
Warrants (Details) [Line Items]
Warrant outstanding (in Shares) | shares	16,699,626	16,699,626
Redemption of warrants scenario two, description	Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00:Once the warrants become exercisable, the Company may redeem the outstanding warrants:•        in whole and not in part;•        at a price of $0.10 per warrant;•        upon not less than 30 days’ prior written notice of redemption to each warrant holder;•        if, and only if, the Reference Value equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and•        if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.	Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00:Once the warrants become exercisable, the Company may redeem the outstanding warrants:•        in whole and not in part;•        at a price of $0.10 per Public Warrant;•        upon not less than 30 days’ prior written notice of redemption to each warrant holder;•        if, and only if, the Reference Value equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and•        if the Reference Value is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
Number of days, written notice of redemption	30 days
Total equity proceeds percentage	60%	60%
Market value per share (in Dollars per share)	$ 9.2
Redemption trigger price per share (in Dollars per share)	$ 18	$ 18
Redemption of warrants scenario one, description		Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00:Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described with respect to the Private Placement Warrants):•        in whole and not in part;•        at a price of $0.01 per warrant;•        upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and•        if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends to the notice of redemption to the warrant holders (the “Reference Value”).
Public Warrant [Member]
Warrants (Details) [Line Items]
Warrant outstanding (in Shares) | shares		16,184,626
Minimum [Member]
Warrants (Details) [Line Items]
Market value and the newly issued price percentage	115%	115%
Maximum [Member]
Warrants (Details) [Line Items]
Market value and the newly issued price percentage	180%	180%
Public Warrant [Member]
Warrants (Details) [Line Items]
Warrant outstanding (in Shares) | shares		16,184,626
Exercise Price 18.00 [Member]
Warrants (Details) [Line Items]
Redemption price per public warrant (in Dollars per share)	$ 0.01
Number of days, written notice of redemption	30 days
Stock price trigger for redemption of public warrants (in Dollars per share)	$ 18
Number of trading days	20
Threshold consecutive trading days for redemption of public warrants	30
Exercise Price 10.00 [Member]
Warrants (Details) [Line Items]
Redemption price per public warrant (in Dollars per share)	$ 0.1
Stock price trigger for redemption of public warrants (in Dollars per share)	$ 10
Number of trading days	20
Threshold consecutive trading days for redemption of public warrants	30
Threshold number of business days before sending notice of redemption to warrant holders	3
Private Placement Warrants [Member]
Warrants (Details) [Line Items]
Warrant outstanding (in Shares) | shares	515,000		515,000
Business Acquisition [Member] | Class A Ordinary Shares [Member]
Warrants (Details) [Line Items]
Business combination effective issue price per share (in Dollars per share)	$ 9.2	$ 9.2
Business Acquisition [Member] | Class A Ordinary Shares [Member]
Warrants (Details) [Line Items]
Business combination effective issue price per share (in Dollars per share)		$ 9.2

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Fair Value Measurements [Abstract]
Changes in fair value of derivative warrant liabilities	$ 1	$ 0.3	$ 2.5	$ 7.7
Derivative warrant liabilities					$ 7.5	$ 6.9

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair value on a Recurring Basis - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Quoted Prices in Active Markets (Level 1) [Member]
Liabilities:
Derivative warrant liabilities
Assets:
Investments held in Trust Account – Money market fund		328,226,432
Quoted Prices in Active Markets (Level 1) [Member] | Public Warrants [Member]
Liabilities:
Derivative warrant liabilities	$ 3,722,464	1,294,770
Quoted Prices in Active Markets (Level 1) [Member] | Private Placement Warrants [Member]
Liabilities:
Derivative warrant liabilities
Significant Other Observable Inputs (Level 2) [Member]
Liabilities:
Derivative warrant liabilities		41,280	271,760
Assets:
Investments held in Trust Account – Money market fund
Significant Other Observable Inputs (Level 2) [Member] | Public Warrants [Member]
Liabilities:
Derivative warrant liabilities
Significant Other Observable Inputs (Level 2) [Member] | Private Placement Warrants [Member]
Liabilities:
Derivative warrant liabilities	118,450	41,280
Significant Other Unobservable Inputs (Level 3) [Member]
Liabilities:
Derivative warrant liabilities
Assets:
Investments held in Trust Account – Money market fund
Significant Other Unobservable Inputs (Level 3) [Member] | Public Warrants [Member]
Liabilities:
Derivative warrant liabilities
Significant Other Unobservable Inputs (Level 3) [Member] | Private Placement Warrants [Member]
Liabilities:
Derivative warrant liabilities

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Event [Member] - USD ($)	Mar. 08, 2023	Nov. 01, 2023
Subsequent Events (Details) [Line Items]
Received additional advance from related party		$ 224,500
Public shares	1,000,000
Price per share	$ 0.033

Basis of Presentation and Sum_6

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (loss) Income Per Share of Ordinary Shares - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class A Ordinary Shares [Member]
Numerator:
Allocation of net income	$ 8,293,646	$ 3,739,576
Denominator:
Basic and diluted weighted average ordinary shares outstanding	32,369,251	25,579,130
Basic and diluted net income per ordinary share	$ 0.26	$ 0.15
Class A non-redeemable and Class B [Member]
Numerator:
Allocation of net income	$ 2,337,318	$ 1,280,996
Denominator:
Basic and diluted weighted average ordinary shares outstanding	9,122,313	8,762,157
Basic and diluted net income per ordinary share	$ 0.26	$ 0.15

Basis of Presentation and Sum_7

Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (loss) Income Per Share of Ordinary Shares (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2021
Class A Ordinary Shares [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (loss) Income Per Share of Ordinary Shares (Parentheticals) [Line Items]
Diluted weighted average ordinary shares outstanding					32,369,251	25,579,130
Diluted net income per ordinary share	$ (0.13)	$ 0.04	$ (0.11)	$ 0.21	$ 0.26	$ 0.15	$ 0.15
Class A non-redeemable and Class B [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (loss) Income Per Share of Ordinary Shares (Parentheticals) [Line Items]
Diluted weighted average ordinary shares outstanding					9,122,313	8,762,157
Diluted net income per ordinary share					$ 0.26	$ 0.15

Class A Ordinary Shares Subje_5

Class A Ordinary Shares Subject to Possible Redemption (Details) - Schedule of Class A Ordinary Shares Subject to Possible Redemption Reflected on the Balance Sheet	Dec. 31, 2022 USD ($)
Schedule of Class A Ordinary Shares Subject To Possible Redemption Reflected on The Balance Sheet [Abstract]
Gross proceeds from Initial Public Offering, including sale of the Over-Allotment Units	$ 323,692,510
Less:
Fair value of Public Warrants at issuance	(15,217,550)
Offering costs allocated to Class A ordinary shares subject to possible redemption	(17,636,964)
Plus:
Initial accretion on Class A ordinary shares subject to possible redemption amount	32,854,514
Remeasurement on Class A ordinary shares subject to possible redemption amount	4,433,922
Class A ordinary shares subject to possible redemption, December 31, 2022	$ 328,126,432

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of Assets and Liabilities - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Investments held in Trust Account - Money market fund	$ 328,226,432	$ 323,716,979
Liabilities:
Derivative warrant liabilities - Public warrants	1,294,770	8,582,810
Derivative warrant liabilities - Private placement warrants
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Investments held in Trust Account - Money market fund
Liabilities:
Derivative warrant liabilities - Public warrants
Derivative warrant liabilities - Private placement warrants	41,280	271,760
Significant Other Unobservable Inputs (Level 3) [Member]
Assets:
Investments held in Trust Account - Money market fund
Liabilities:
Derivative warrant liabilities - Public warrants
Derivative warrant liabilities - Private placement warrants

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of Level 3 Fair Value Measurements Inputs - $ / shares	Apr. 07, 2021	Mar. 23, 2021	Sep. 30, 2023
Schedule of Level 3 Fair Value Measurements Inputs [Abstract]
Exercise price	$ 11.5	$ 11.5
Share price	$ 9.51	$ 9.53	$ 10
Volatility	15.70%	15.60%
Term	6 years 6 months	6 years 6 months
Risk-free rate	1.21%	1.18%

Fair Value Measurements (Deta_5

Fair Value Measurements (Details) - Schedule of Change in the Fair Value of Derivative Liabilities - USD ($)		9 Months Ended
	Mar. 31, 2021	Dec. 31, 2021
Schedule of Change in the Fair Value of Derivative Liabilities [Abstract]
Derivative warrant liabilities at beginning balance		$ 14,744,400
Issuance of Public and Private Warrants	14,449,550
Change in fair value of derivative warrant liabilities	294,850
Issuance of Public Warrants; over-allotment		1,267,550
Transfer of Public Warrants to Level 1		(15,517,550)
Transfer of Private Placement Warrants to Level 2		(494,400)
Derivative warrant liabilities at ending balance	$ 14,744,400